Exhibit 10.2


  


PERSONAL
EMPLOYMENT AGREEMENT


 


Signed
and entered on the 18th day of the month of November 2018


 


By
and Between:


 


My
Size Israel 2014 Ltd.,


I.D.
No. 515036895


Of
3 Arava St., Airport City


(the
“Employer” and / or the “Company”)


 


of
the one part;


And


 


Or
Kles I.D. No. 039846936


Of 9 Hamashot
St.,Yavne


(the “Employee”)




 


of
the second part;


  


		Whereas	the
                                         Company is a subsidiary of My Size Inc., a Delaware corporation, (the “Parent”),
                                         and is engaged in developing unique measurement technologies based on algorithms with
                                         applications in a variety of areas for smartphone and tablet apps market; and



  


		Whereas	the Employee is a Chief financial officer of the Parent; and



 


		Whereas	as of May 23, 2016, (the “Commencement Date”), under the prior existing terms,
the Employee has been employed by the Company as a CFO (the “Position”); and



  


		Whereas	the
                                         Company is interested in continuing to employ the Employee in the Position and the Employee
                                         is interested to continue to be employed by the Company in the Position; and



 


		Whereas	the
                                         Position is a management position, which requires a special degree of personal trust
                                         as provided in clause 30(a)(5) of the Work and Rest Hours Law, 1951 (the “Hours
                                         Law”); and



 


		Whereas	The
Employer and the Employee (the “Parties”) desire to enter in writing the terms and conditions of the Employee’s
employment, as set forth in this agreement (the “Agreement”).



  


Therefore
the parties hereto agree as follows:


 


		1.	Recitals



 


		1.1.	The
                                         preamble to this Agreement, including the declarations constitute an integral part hereof,
                                         and are considered as the conditions of the Agreement.



 


		1.2.	The
                                         headings in this Agreement are for convenience only and are not to be used to interpret
                                         or construe its provisions.



 


		1.3.	All
                                         words used in this Agreement and its appendixes in masculine include feminine, unless
                                         the specific context of the Agreement requires otherwise.



  



    1


     


    

 


The
Position


 


		1.4.	The Employee shall be employed by the Employer in the duties of the Position, as described above.
In carrying out his Position, the Employee shall be responsible for the financial department and shall perform the duties and authorities
of the Position, as shall from time to time be delegated or assigned to him by the Company CEO. The Employee shall report, as and
when requested, to the CEO.



   


		1.5.	The
                                         Employee’s employment and employment terms are subject to any legally required
                                         approvals, including, but not limited to, the Board, the sub-committee and the shareholders,
                                         as the case may be.



 


		2.	Employee’s
Undertakings and Declarations



 


		2.1.	The
                                         Employee undertakes that, in order to duly fulfill the duties of the Position, he shall
                                         devote his time, and his desire, know-how, efforts, expertise and talents required for
                                         the proper performance thereof and he shall act with loyalty and dedication in order
                                         to maintain the property and rights of the Company.



 


		2.2.	The
                                         Employee warrants that in performing his duties he will act in accordance with the policies
                                         of the Company and/or in accordance with specific instructions and approvals of the Board.



 


		2.3.	The
                                         Employee hereby undertakes to act in accordance with the Employer’s safety regulations
                                         in effect from time to time, including the Employer’s anti sexual-harassment regulations.



 


		2.4.	The
                                         Employee is aware and he hereby declares that his Position is a management position,
                                         that requires a special degree of personal trust, as well as requires him to perform
                                         activities at irregular hours and that, as provided in clause 30(a)(5) of the Hours Law.



 


		2.5.	The
                                         Employee confirms and declares that he has been informed that the use of the computer
                                         and/or the electronic mailbox he was provided by the Employer is solely for purposes
                                         of his work and he may not use them for private purposes. The Employee confirms and declares
                                         that he been advised that he may make limited and reasonable use of the internet network
                                         also for private purposes. The Employee further declares that he has been advised that,
                                         in order to maintain a safe working environment, for the purposes of data security and
                                         in order to protect the Employer’s interests, data and information, the Employer
                                         conducts, from time to time, monitoring, maintenance and backup activities with respect
                                         to the use of the internet network, as well as the data stored on the Employer’s
                                         servers and email boxes, and as those means are provided to the Employee for the purpose
                                         of fulfilling his Position; the Employee declares that such actions by the Employer shall
                                         not be considered an infringement of his privacy. In the event of the occurrence of an
                                         irregular incident, in which a reasonable suspicion arises that the Employer has been
                                         compromised, in respect of an unauthorized act carried out by one of the Employer’s
                                         employees or an act that exposes the Employer to a law suit filed by any entity whatsoever,
                                         the Employer will conduct an investigation of the incident and, as required, will be
                                         entitled to carry out examinations and monitoring of the Employee’s personal computers
                                         and/or emails.



  



    2


     


    

 


		2.6.	The
                                         Employee confirms and declares that during or as a result of his employment he has provided
                                         and/or shall provide to the Employer, personal and private information about him, such
                                         as CV, employment terms and conditions, personal data, medical data, bank account information,
                                         biometric data as well as possible additional information (the “Private Information”).
                                         The Employee further confirms that he has been informed that such Private Information
                                         is collected, held and processed by the Employer and/or someone on its behalf during
                                         his employment, for the purposes of the ordinary course of business, including managing
                                         human resources and payroll by the Employer and the Employee confirms that the abovementioned
                                         shall not be considered an infringement of his privacy. In addition, the Employee confirms
                                         and declares that he has been informed and hereby expressly agrees that the Employer
                                         will be entitled to transfer the Private Information (in whole or in part) as part of
                                         the Employer’s needs as mentioned above, to the following: (a) Public Entities
                                         as defined in the Privacy Protection Act - 1981; (b) Entities related to the Employer,
                                         in Israel and abroad, including,
                                         but not limited to,
                                         any parent Employer, subsidiary, or affiliate of the Employer; (c) Legal advisors
                                         and tax consultants of the Employer, as well as external entities that provide services
                                         of managing human resources and payroll to the Company; (d) Third parties in the framework
                                         of any legal or economic due diligence; (e) Other entities that are not mentioned in
                                         sections (a) to (d) above, subject to a prior written notice of the Company addressed
                                         to the Employee concerning its intention to disclose any information about the Employee
                                         provided that the Employee does not oppose such delivery of information within seven
                                         (7) days after receiving such notice from the Employer. Such notice shall include the
                                         specific name of the entity and the purpose for which the Employer is willing to deliver
                                         such information.



 


		2.7.	The
                                         Employee hereby undertakes that, during the term of his employment, he shall not engage,
                                         or be involved with, any additional and/or other work without the prior written consent
                                         of the Company.



 


		2.8.	The
                                         Employee hereby warrants and represents that he is in a condition of good health and
                                         fit for working and that he does not suffer from any disability that might limit his
                                         ability to act in the Position and that the Employee will inform the Employer regarding
                                         any change that may occur regarding his state of health.



 


		2.9.	The
                                         Employee hereby undertakes that upon termination of the employment of the Employee by
                                         the Employer for any reason whatsoever, whether at the initiative of the Employee or
                                         of the Employer, the Employer shall relinquish his Position in an orderly manner according
                                         to a procedure to be determined, and will turn over all matters under his care to whomever
                                         the Employer shall determine, in a manner which shall enable such person to continue
                                         with the performance of the Position in an orderly manner.



 


		2.10.	The
                                         Employee undertakes, that upon the termination of his employment with the Employer, for
                                         any reason whatsoever, the Employee will return any asset, equipment, Employer’s
                                         documents, that may be in the Employee’s possession, and that the Employee will
                                         not have any right of lien in respect of any asset or property belonging to the Employer.



 


		3.	Salary
and Employment Benefits



 


		3.1.	Working
                                         days and hours



 


		3.1.1.	The
                                         Employee shall work on a full time basis, at least forty-two (42) hours per week; the
                                         weekly day of rest of the Employee shall be Saturday.



  



    3


     


    

 


		3.1.2.	The
                                         working hours shall be as may be required in accordance with his Position and tasks and
                                         the Employee acknowledges that he will be required to work overtime.



 


		3.1.3.	As
                                         the terms of the Employee’s employment do not allow the Company to supervise his work
                                         and rest hours, at least a substantial part of the working hours, the Company cannot
                                         manage and record his work and rest hours in the attendance recording system. The pay
                                         slip of the Employee will contain an appropriate comment on the subject in accordance
                                         with the applicable law. Notwithstanding, the Employee shall report his attendance whenever
                                         possible.



 


		3.2.	Salary



 


		3.2.1.	In
                                         consideration for work carried out during a full month, the Employee shall receive
                                         a monthly salary in the amount of NIS 30,000 (gross) (the “Salary”).



 


		3.2.2.	According
                                         at Section ‎2.4 the Employee acknowledges that the provisions of the Hours Law will
                                         not apply to the Employee and the Employee shall not be entitled to compensation for
                                         the necessity to work on irregular hours, overtime, and on weekly rest days, other than
                                         his Salary. The Employee confirms and declares that his Salary and his term of employment
                                         were determined based on the aforesaid.



 


		3.2.3.	The
                                         Company shall pay the Employee the Salary by the ninth (9th) day of each month for the
                                         previous month.



 


		3.2.4.	The
                                         Employee shall bear all governmental taxes and other payments which every employee is
                                         required to pay according to law.



 


		3.2.5.	The
                                         Employee hereby approves that the Company shall be entitled to set off from the Employee’s
                                         Salary any debt the Employee owes and/or may owe to the Company (the “Debt”),
                                         subject to the Company informing the Employee in writing of the Debt, and the Employee
                                         has not explicitly in writing objected to the Debt within three (3) days of the Company’s
                                         notice.



 


		3.3.	Bonuses



 


The
Employee may be eligible to bonuses, all subject to Company’s policy on this matter.


 


		3.4.	Annual
                                         Leave



 


		3.4.1.	The
                                         Employee shall be entitled to twenty (20) working days as paid annual leave.



 


		3.4.2.	The
                                         timing of the Employee’s leave will be coordinated with the Company.



 


		3.4.3.	The
                                         Employee can accumulate his annual leave days up to forty (40) days.



 


		3.4.4.	The
                                         redemption of annual leave days shall be in accordance with the Annual Leave Law, 5711-1951,
                                         and only upon termination of Employee’s employment with the Company.



 


		3.5.	Sick
                                         Leave 



 


		3.5.1.	The
                                         Employee shall be entitled to sick leave, according to the provisions of the Sick Pay
                                         Law, 1976, as long as he provides the Company an appropriate medical confirmation and
                                         is not paid for the sick leave money from the National Insurance Institute and/or pension
                                         insurance and/or from any other party. On an ex-gratia basis, the Employee shall be entitled
                                         to his full Salary as of the first (1st) day of illness.



  



    4


     


    

 


		3.5.2.	The
                                         Employee may accrue up to ninety (90) days of sick leave. Accrued sick leave days are
                                         not redeemable, and the Employee will not be entitled to any kind of payment for unused
                                         sick days.



 


		3.6.	Convalescence



 


The
Employee shall be entitled to convalescence payment according to the applicable law.


 


		3.7.	Pension
                                         Scheme and Severance pay



  


		3.7.1.	On the Effective Date, the Employee is insured and will continue to be insured by the Company,
as of his choice (“Pension Scheme”), as follows:



 


NIS 10,000 (gross) of
the Salary is covered by managers' insurance policy in the "Harel" Insurance Company", and 20,000 NIS (gross) of
the Salary is covered by pension fund in the "Altshuler Shacham". 




 


		3.7.2.	The
                                         payments for the Pension Scheme will continue to be based on the Employee’s Salary as
                                         set forth in Section ‎3.2.1 above and shall not include any other benefits and/or
                                         additional compensation, such as incentives of any kind. In the event that the Employee
                                         shall choose to insure his Salary in more than one pension program, in any event, the
                                         insured salary in all such programs shall not exceed the Employee’s Salary as set forth
                                         in Section ‎3.2.1 above.



 


		3.7.3.	Should
                                         the Employee choose to continue to insure his Salary, fully or partially, in a managers’
                                         insurance policy, the Company will pay to such policy an amount equal to 14.83% of the
                                         part of the Salary insured in the managers’ insurance policy: 8.33% for severance
                                         payments and 6.5% for both pension component and disability insurance to cover 75% of
                                         the Salary insured in the managers’ insurance policy, subject to the pension component
                                         being no less than 5%. In the event that the cost of the disability insurance will be
                                         higher than 1.5%, the Company shall bear such costs, subject to the pension component
                                         together with a disability component being of a maximum cost of 7.5%



 


		3.7.4.	Should
                                         the Employee choose to insure his Salary, fully or partially, in a pension fund, the
                                         Company will pay to such fund an amount equal to 14.83% of the part of the Salary insured
                                         in the pension fund: 8.33% for severance payments and 6.5% for pension component.



 


		3.7.5.	In
                                         addition, the Company will continue to deduct from the Employee’s Salary an amount equal
                                         to 6% for the Employee’s part of the Pension Scheme to be forwarded to the Pension
                                         Scheme, and the Employee hereby approve such deduction.



 


		3.7.6.	The
                                         Company’s contributions to the Pension Scheme for severance component of 8.33%
                                         shall be in lieu of 100% of the severance compensation according to clause 14 of the
                                         Severance Pay Law, 1963.



 


		3.7.7.	The
                                         Parties hereby declare that they wish to continue to adopt all the of the terms and conditions
                                         detailed in the general approval of the Minister of Labor regarding payments by employers
                                         to a pension fund and insurance fund in lieu of severance pay (the “General
                                         Permit”), in accordance with section 14 of the Severance Pay Law, 1963, attached
                                         as Appendix A to this Agreement, as will be updated from time to time.
                                         These terms and conditions oblige the Parties to this agreement. For the avoidance of
                                         doubt, it is hereby clarified that the above conditions do not derogate from the rights
                                         and/or benefits granted to the Employee in accordance with this Agreement.



  



    5


     


    

 


		3.7.8.	The
                                         Company waives all rights for return of the sums paid by it to the Pension Scheme for
                                         severance, unless the Employee’s right for severance was denied by court ruling
                                         under clauses 16-17 to the Severance Pay Law, 1963 or in the event that the Employee
                                         withdrew monies from the Pension Scheme without “Entitling Event”, as defined
                                         by the General Permit.



 


		3.7.9.	The
                                         Employee shall bear all applicable taxes for any of the Employer’s and the Employee’s
                                         contributions to the Pension Scheme exceeding the maximum amount exempt from income tax
                                         for such payments



 


		3.7.10.	The
                                         Employee hereby warrants and represents that he fully approves the aforesaid conditions
                                         detailed in this Section ‎3.7.



  


		3.8.	Education
                                         Fund



  


		3.8.1.	The Employee will continue to be entitled to an education fund of his choice in "Altshuler
Shacham" (the "Education Fund").



  


		3.8.2.	The
                                         contribution towards the Education Fund will be based on the Salary set forth in Section
                                         ‎3.2.1 above.



 


		3.8.3.	The
                                         Employer’s monthly contributions shall be 7.5% and the Employee’s monthly
                                         contributions shall be 2.5% (by way of withholding from the Salary).



 


		3.8.4.	The
                                         Employee shall bear all applicable taxes for any of the Employer’s and the Employee’s
                                         contributions to the Education Fund exceeding the maximum amount exempt from income tax
                                         for such payments



 


		3.9.	Additional
                                         Benefits 



 


The
Employee shall be entitled to a Company’s car, Company’s cell phone and reimbursement for lunch expenses, all in accordance with
the Company’s policy.


 


		3.10.	Expenses



 


The
Employee shall be entitled to reimbursement from the Company for all reasonable expenses and disbursements incurred by him in
carrying out his duties under this Agreement subject to Company’s policy, including any reasonable expenses associated with traveling
overseas (flights, accommodation and travel insurance).


 


		4.	Term
and Termination



 


		4.1.	The
                                         terms and conditions of this Agreement shall be in effect as of September 1, 2018 (the
                                         “Effective Date”).



 


		4.2.	Without
                                         derogating from the aforementioned, the Employee’s seniority shall be calculated
                                         as of the Commencement Date.



 


		4.3.	The
                                         employment is for an unlimited period and shall continue until the termination of the
                                         Agreement as described below.



 


		4.4.	Each
                                         of the Parties will be allowed to terminate this Agreement, for any reason, by giving
                                         the other party seventy-five (75) days prior written notice (the “Notice Period”).



 


		4.5.	The
                                         Company has the right to determine whether, during the prior Notice Period, the Employee
                                         shall continue to actually work for the Company or whether the Company shall waive the
                                         actual work of the Employee during such period, all without derogating from the Employee’s
                                         right to receive a payment in lieu of notice period, according to law.



  



    6


     


    

 


		4.6.	In
                                         the event that the Employee terminates his employment without providing prior notice,
                                         the Company may deduct the amount equal to the Salary to which the Employee would have
                                         been entitled had he continued to work during the Notice Period from his Salary or from
                                         any other sum due to the Employee.



 


		4.7.	Notwithstanding
                                         anything to the contrary herein, and without derogating from the causes of action available
                                         under the law, the Company may terminate this Agreement at any time during the term of
                                         this Agreement, without prior notice (or payment in lieu of such), in any of the following
                                         events (each cause for such termination, pursuant to the following and/or any applicable
                                         law shall be referred herein as: “Cause”):



 


		4.7.1.	The
                                         Employee has been convicted of a criminal offence involving moral turpitude;



 


		4.7.2.	The
                                         Employee has acted in bad faith and/or acted dishonestly and/or disloyally and/or has
                                         provided a false report and/or caused the Company malicious damage and/or broke the discipline
                                         code;



 


		4.7.3.	The
                                         Employee has breached Chapter ‎5 and/or Appendix B of this Agreement.



 


		5.	Loyalty,
Confidentiality, Proprietary Information and Non-Competition



 


Concurrently
with the execution of this Agreement, the Employee shall sign the Loyalty, Confidentiality, Intellectual Property and Non-Compete
undertaking attached hereto as Appendix B to this Agreement, such letter of undertaking shall form an integral part
of this Agreement.


  


		6.	Miscellaneous



 


		6.1.	This
                                         Agreement constitutes the entire understanding between the Parties, both oral and written,
                                         in relation to the employment of the Employee by the Company and this Agreement supersedes
                                         any previous agreements and understandings, whether explicit or implied, existing between
                                         the Parties prior to their signature hereof. As of signature hereunder, Parties shall
                                         only be subject to this Agreement. Any change and/or addition to this Agreement, in writing
                                         or in conduct, will not be valid unless drafted in writing and signed by the Parties.



 


		6.2.	The
                                         Employer is not a member of any employers union and provisions of any agreement and/or
                                         collective agreement shall not apply to the relations between the Parties, and such relations
                                         shall be governed solely by the provisions of this Agreement.



 


		6.3.	The
                                         payments according to the Agreement constitute the full consideration for all of Employee’s
                                         undertakings towards the Company and that he does not have, nor will have, any right
                                         to any additional payment of any kind whatsoever, whether monetary or its equivalent.



 


		6.4.	The
                                         Company shall be entitled to transfer its rights under this Agreement to another company
                                         and/or person, provided that such transfer shall not prejudice the rights of the Employee
                                         as detailed in this Agreement and such transfer shall not give rise to a cause for resignation
                                         which will award him severance.



 


		6.5.	Upon
                                         termination of employment relations, the Company shall be entitled to offset from any
                                         amount due to the Employee the total amount of monetary Debts owed by the Employee to
                                         the Company. By signing this Agreement the Employee gives an irrevocable instruction
                                         to the Company to deduct and/or offset from any amount due to him from the Company upon
                                         termination of the employment relations, all his Debts to the Company and he also undertakes
                                         to sign any document required on the date of termination of the employment for the purpose
                                         of allowing the Company to collect the all of the Employee’s Debts.



  



    7


     


    

 


		6.6.	Shall
                                         the Company waive its right to any of its rights as described in this Agreement such
                                         waiver will not be used as precedent to that right or any other right. It will not be
                                         referred to in the future either for cases that are alike or similar.



 


		6.7.	This
                                         Agreement and the Employee’s employment shall be governed solely by the laws of State
                                         of Israel and the competent Israeli labor courts shall have the exclusive jurisdiction
                                         on all matters regarding the Employee’s employment.



 


		6.8.	The
                                         addresses of the Parties for the purposes of this Agreement shall be as first written
                                         above. Any notice shall be delivered via certified mail and shall be considered delivered
                                         to the other party at the earlier of receipt or seventy-two (72) hours following the
                                         date of the post office authorization regarding receipt.



 


		6.9.	The
                                         Employee confirms and declares that he had thoroughly read and understood this Agreement
                                         and he had thus signed this Agreement with full understanding of its content and significance.



 


In
Witness Thereof the Parties Have Signed:


  


	My Size Israel 2014 Ltd	 	/s/
    Or Kles
	Employer	 	Employee



  



    8


     


    

 


Appendix
A


 


GENERAL
APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY


 


By
virtue of my power under section 14 of the Severance Pay Law, 1963 (hereinafter: the “Law”), I certify that
payments made by an employer commencing from the date of the publication of this approval publication for its employee to a comprehensive
pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct
of Benefit Funds) Regulations, 1964 (hereinafter: the “Pension Fund”) or to managers insurance including the
possibility of an insurance pension fund or a combination of payments to an annuity fund and to a non-annuity fund (hereinafter:
the “Insurance Fund”), including payments made by him by a combination of payments to a Pension Fund and an
Insurance Fund, whether or not the Insurance Fund has an annuity fund (hereinafter: the “Employer’s Payments”),
shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were
made and for the period they were paid (hereinafter: the “Exempt Salary”), provided that all the following conditions
are fulfilled:


 


		(1)	The
                                         Employer’s Payments -



 


(a)
To the Pension Fund are not less than 141/3% of the Exempt Salary or 12% of the Exempt Salary if the employer
pays for its employee in addition thereto also payments to supplement severance pay to a benefit fund for severance pay or to
an Insurance Fund in the employee’s name in an amount of 21/3% of the Exempt Salary. In the event the employer
has not paid an addition to the said 12%, its payments shall be only in lieu of 72% of the employee’s severance pay;


 


(b)
To the Insurance Fund are not less than one of the following:


 


(i)
131/3% of the Exempt Salary, if the employer pays for its employee in addition thereto also payments to
secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and
Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount
of 21/2% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”);


 


(ii)
11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer’s
Payments shall only replace 72% of the Employee’s severance pay; In the event the employer has paid in addition to the foregoing
payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an
amount of 21/3% of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s severance
pay.


 


		(2)	No
                                         later than three months from the commencement of the Employer’s Payments, a written agreement
                                         is executed between the employer and the employee in which -



 


(i)
The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer’s Payments, the Pension
Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval;


  


(ii)The
employer waives in advance any right, which it may have to a refund of monies from its payments, unless the employee’s right
to severance pay has been revoked by a judgment by virtue of Section 16 or 17 of the Law, and to the extent so revoked and/or
the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; in such
regard “Entitling Event” means death, disability or retirement at or after the age of 60.


 


		(3)	This
                                         approval is not such as to derogate from the employee’s right to severance pay pursuant
                                         to any law, collective agreement, extension order or employment agreement, in respect
                                         of salary over and above the Exempt Salary.



   


	My Size Israel 2014 Ltd	 	/s/
    Or Kles
	Employer	 	Employee


   



    9


     


    

 


Appendix
B 


 


Loyalty,
Confidentiality, Non-Competition and Intellectual Property Undertakings


 


To:


My
Size Israel 2014 Ltd


(the
“Company”)


 


I,
the undersigned, Ronen Luzon, I. D. No. 027837020, hereby declare, authorize and undertake towards the Company, as follows:


 


		1.	Loyalty



 


		1.1.	I
                                         undertake to act in good faith and in a skilled and professional manner in order to achieve
                                         the objectives of my employment and for the benefit of the Company, and I undertake to
                                         divulge to the Company, any item of news and to hand over any document related to its
                                         business, that will come into my possession as a result of my position in the Company.



 


		1.2.	I
                                         undertake to exercise practical and business consideration in the fulfillment of my duties,
                                         aimed exclusively to benefit the interests of the Company and I undertake to not be in
                                         a situation of a conflict between my personal interests and the interests of the Company
                                         and I am aware of the fact that the obligation of full disclosure applies to in respect
                                         of a personal conflict that I may have in any matter related to the Company.



 


		1.3.	I
                                         undertake to not receive any hidden proceeds, including commissions, rights and benefits
                                         of any kind whatsoever, as a result of my status in the Company or arising therefrom,
                                         and even should I receive such proceeds, in a way that I believe I am acting in good
                                         faith, that there is nothing improper in any way of receiving such, and the Company will
                                         be entitled to receive the proceeds or benefits or rights created or produced under these
                                         circumstances, in addition to any other remedy or relief permitted under the law.



 


		1.4.	I
                                         undertake to refrain from transferring to myself and/or to anyone acting on my behalf,
                                         directly and/or indirectly, business activities and/or business opportunities that the
                                         Company is interested in within the ambit of the business of the Company and/or its affiliated
                                         corporations, and this during the duration of my period of employment and also for a
                                         period of twelve (12) months from the date of the termination of my employment at the
                                         Company, unless I have received prior written approval from the Company.



 


		1.5.	I
                                         undertake that during the period of my employment at the Company and also for a period
                                         of twelve (12) months after the termination of my employment, I will not approach, in
                                         any manner whatsoever, the Company’s customers and/or the Company’s employees
                                         and/or the Company’s service providers and/or the Company’s affiliated corporations
                                         (the “Entities Affiliated to the Company”) and neither to anyone who
                                         was an Entity Affiliated with the Company during the last year of my employment, in order
                                         to solicit them and/or encourage them to carry out any work and/or to provide any service
                                         in the field of developing unique measurement technologies for smartphone and tablet
                                         apps market and/or in order to solicit them to terminate their engagement with the Company
                                         and/or with its affiliated corporations. The above mentioned in this paragraph will not
                                         apply in the case that the Company authorized such an engagement and/or approach as stated,
                                         in advance and in writing.



  



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		2.	Confidentiality



 


		2.1.	I
                                         recognize that as part of my employment with the Company, I may be exposed to, have access
                                         to and be engaged in the development of any information or knowledge directly or indirectly
                                         related to the Company’s business and/or activity and/or products, including, without
                                         limitation, all data pertaining to the Company’s technical, professional data,
                                         technological developments, commercial/trade secrets, lists of customers and suppliers,
                                         price lists, method of determining prices, the Company’s policy regarding its customers
                                         and suppliers, methods of marketing and sales, financial information, training methods
                                         of the Company’s employees, information pertaining to transactions entered into
                                         or negotiated by the Company, security matters, and any technical, commercial or other
                                         information related to the Company which I learned of and/or came into my possession
                                         during or due to my employment (hereinafter: the “Confidential Information”).
                                         The Confidential Information will not include: information that is public knowledge through
                                         no wrongful act on my behalf; information that has or will become part of my professional
                                         skills. I acknowledge that the Company has received and may receive from time to time
                                         from third parties, information that is confidential or proprietary to such third party,
                                         as long as I received it as a result of my employment.



 


		2.2.	I
                                         acknowledge that the Confidential Information is a valuable and unique asset of the Company’s
                                         business and that its use or disclosure would cause the Company substantial loss and
                                         damages.



 


		2.3.	Accordingly,
                                         I hereby declare and undertake that, for the duration of my employment and for an unlimited
                                         period of time after termination of my employment, I shall maintain in absolute confidence
                                         and shall make no use and shall not deliver, disclose or publish in any manner whatsoever
                                         the Confidential Information.



 


		2.4.	I
                                         undertake not to make any self-use or other of the Confidential Information in any manner
                                         whatsoever, whether for consideration or not, without the prior written consent of the
                                         Company.



 


		2.5.	Upon
                                         the termination of my employment at the Company, for any reason whatsoever, I undertake
                                         to return to the Company, without delay, any information and/or software program that
                                         has come into my possession, including information and/or software programs prepared
                                         by me. Likewise, I undertake to not keep any photocopy and/or other form of copy of the
                                         information and the software in my possession.



 


		2.6.	Upon
                                         the termination of the employer-employee relations, for any reason, I hereby undertake
                                         to destroy any material, information, reports, forms or anything else that I received
                                         from the Company or that I created for the Company, including materials that I created
                                         for the Company’s customers and which were saved or stored by me on my home computer
                                         and/or anywhere else that is not the Company’s server and/or the Company’s
                                         computers.



  



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		3.	Non-Competition



 


		3.1.	I
                                         undertake that during a period of twelve (12) months from the date of the termination
                                         of employer-employee relations for any reason whatsoever, I will not compete with the
                                         business of the Company and/or I will not work and/or I will not be associated, whether
                                         for remuneration or nor for remuneration, whether as an employee or whether as a self-employed,
                                         whether as a partner or whether as a shareholder, whether as a consultant or whether
                                         in any other manner, in an Israeli or foreign organization, that competes with the Company
                                         and that engagement will reasonably give rise to the exposure of the Confidential Information
                                         of the Company, and this will in all probability cause damage to the Company. This limitation
                                         will apply throughout Israel and outside thereof, as long as such organization competes
                                         with the Company and is interested in its Confidential Information at the relevant time.



 


		3.2.	I
                                         take this undertaking upon myself out of the recognition of my rights to work in my profession
                                         after the termination of employer-employee relations with the Company, and also with
                                         the recognition of the right of the Company to protect its vital business interests.
                                         The limitation period and the scope thereof have been agreed upon between me and the
                                         Company, after I had taken into account the totality of concurrences between me and the
                                         Company, the terms of my Salary, and after I decided that my undertaking will not constitute
                                         an unreasonable limitation to my capability to continue being employed in my profession
                                         also outside of the Company’s field of operations.



  


		4.	Intellectual
Property



  


		4.1.	It
                                         is hereby agreed that any patents, models, names or commercial marks, copyright, as well
                                         as inventions, developments, enhancements or improvements, or other intellectual property
                                         of any kind whatsoever, that were made, invented or implemented by me, on my own and/or
                                         in conjunction with others, during the course of my work at the Company, and due to my
                                         employment at the Company (the “Intellectual Property”), will be the
                                         sole property and possession of the Company.



 


		4.2.	I
                                         undertake to promptly disclose to the Company, any Intellectual Property and to assist
                                         the Company, to the best of my ability, to materialize its rights regarding the Intellectual
                                         Property and to sign any application or other document that will be required by the Company
                                         in order to materialize its rights and in order to register the Company as the owner
                                         of the above stated rights, as long as I will not be obligated to bear any expenses whatsoever
                                         in this regard.



 


		4.3.	I
                                         am aware of the fact that I will not be eligible to a Service Invention, as its
                                         meaning in the Patents Law, 1967 (the “Patents Law”), and such will
                                         not be my property and the provisions of Article 132 (b) of the Patents Law will not
                                         apply to me and to the Company, in such a manner that even if I dispatch a notification
                                         to the Company regarding the Service Invention and even if the Company does not respond
                                         to me within six (6) months – the Company will not be considered, under any circumstances,
                                         as having waived the rights to such invention.



 


		4.4.	I
                                         agree that I will not be entitled to any additional compensation and/or royalties and/or
                                         payment of any kind whatsoever for any Intellectual Property whatsoever, as defined above,
                                         over than the amounts paid by the Company, including Salary and all the rest of the terms
                                         of my employment.



  



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		4.5.	Without
                                         derogating from the generality of the above stated, I hereby explicitly waive any right,
                                         claim, or demand related to the eligibility for any payment, compensation or royalties
                                         related to any Intellectual Property, including with respect of any claim for consideration
                                         regarding Service Invention, under Article 134 of the Patents Law. I hereby declare
                                         that my Salary and all the rest of the accompanying terms of my employment paid and/or
                                         granted to me by the Company, constitute the full and final consideration for any intellectual
                                         property that I am likely to develop and/or compose and/or achieve by any other means
                                         as stated above in this letter of undertaking.



 


		4.6.	In
                                         addition, I hereby waive the right to assert any claim or demand regarding the eligibility
                                         to receive royalties, compensation or rewards related to intellectual property before
                                         the Compensation and Royalties Committee set up at the Office of the Patents Registrar.



 


		5.	Miscellaneous



 


		5.1.	For
                                         purposes herein the term “Company” shall include the Parent and any affiliates
                                         or subsidiaries of the Company.



 


		5.2.	I
                                         am aware of the fact that this letter of undertaking is an appendix to the employment
                                         Agreement between me and the Company and it constitutes an inseparable part thereof,
                                         to all intents and purposes.



 


		5.3.	My
                                         undertakings in accordance with the this letter of undertaking will also apply in the
                                         case of the termination of employer-employee relations between the Parties and also in
                                         the case of the termination and/or annulment of the employment Agreement, to which this
                                         letter of undertaking constitutes an appendix.



 


		5.4.	Despite
                                         the fact that the limitations detailed in this appendix are acceptable to me and I find
                                         them to be reasonable under the circumstances, if, in the event of, and for any reason
                                         whatsoever, a judicial instance will rule that the limitations are unreasonable, but
                                         they would have been reasonable should the terms and conditions have been altered, such
                                         as a change in the wording, a shortening of the time period, a reduction in the scope
                                         of the fields, and such other changes, then such changes will obligate me and the Company
                                         as if such were agreed between us from the outset, in such a manner that the validity
                                         of this document will be upheld.



 


		5.5.	I
                                         acknowledge that this appendix constitutes my independent undertakings with regard to
                                         that stated in the appendix. Without derogating from the aforementioned, I acknowledge
                                         that any claim and/or demand and/or argument which I have and/or may have against the
                                         Company shall not constitute protection against the fulfilment of my obligations under
                                         this appendix.



 


		5.6.	Nothing
                                         in this document shall be deemed to derogate from any remedy and/or right available to
                                         the Company as prescribed by law.



  


	Or
Kles	 	November 18, 2018	 	/s/
    Or Kles
	Name
    of the Employee	 	Date	 	Signature


  



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